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Business and Economic Commentary by Christopher Ram – Part 4

March 2, 2024

Time for Guyana to have a code of Corporate Governance

Introduction

For decades, the captains of Guyana industry – almost all men – have resisted the introduction  of a binding code of corporate governance. It has not been for want of effort. There have been numerous efforts at the establishment of a code of corporate governance including one by the Securities Council and another by the Private Sector Commission. Neither of these came to fruition and there is now a total void with companies limited to more narrow codes issued for particular sector, or to practices likely to get past a general body of unenlightened shareholders.

In a column I did several years ago, I wrote that the international quest for a modern corporate governance code began in the UK in 1991. Then Pime Minister John Major appointed a committee headed by Sir Adrian Cadbury following a number of high-profile corporate failures which were attributed to poor governance, poor accounting and inadequate disclosures. The most significant corporate failures were the Maxwell Communications Corporation scandal in 1991 which surfaced after chairman Robert Maxwell died in the most unusual circumstances, revealing that he had fraudulently misappropriated hundreds of millions of British pounds belonging to the group’s pension schemes. Then there was the failure of the Bank of Credit and Commerce International which collapsed after an investigation revealed that it had been engaged in fraud and money laundering.

As its formal name implies – the Report of the Committee on the Financial Aspects of Corporate Governance published in December 1992 – the Cadbury Report really had a fairly narrow focus. Its principal recommendations emphasised improving corporate governance and accountability in public companies in the United Kingdom. There was more to follow. South Africa in 1994 saw the King Report on corporate governance, now recognised internationally as perhaps the leading code of corporate governance of any country of the world. Germany published its code in 2002 with Japan following some years later. A code for the US followed the debacle of Enron and WorldCom failures and took the legislative route with the passing of the Sarbanes-Oxley Act (2002).

Particularly in the UK and South Africa, there were iterations and additions in subsequent years with the UK now having a full corporate governance code embodying several other reports while in South Africa, the King Report is now in its fourth iteration.

Guyana’s Experiences

A Business Page I authored years ago had reported that the Council of the Private Sector Commission (PSC) of Guyana on 7 April  2011 had accepted a Code on Corporate Governance which could have some transformational effect on the way Guyana companies are managed. Like the draft Code published by the Securities Council, the PSC’s code did not get far, effectively killed by officers of the PSC itself. As I wrote then, the then Chairman of the PSC was Mr Ramesh Dookhoo, an executive of Banks DIH while Mr Chintamani (DEMTOCO) had been a member of the executive of the PSC. They could not persuade their own companies to adopt the PSC’s Code, with Chintamani pouring scorn on the idea of a mandatory code.

So here we are, decades later with no Code and a PSC that has become no more than ceremonial and largely inactive. What the absence of a code does is allow for poor governance with directors handpicked by an all-powerful chairman who reports to himself and a compliant set of directors. Directors’ turnover is minimal, and it is striking that since their formation, both Banks DIH Limited and Demerara Distillers Limited have been firmly controlled for decades under hereditary fiat by four men – Peter D’Aguiar and Clifford Reis at Banks DIH Limited and Yesu Persaud and Komal Samaroo at DDL. Independent directors are almost invisible and ineffective, serving at the will of the Chairman while the executive directors are not subject to election or re-election. The shareholders with any real voice and influence are the Institutional investors but these operate as cartels, even at the cost of their own interest.

Guyana’s Failures

Guyana too, has had more than its fair share of failures with Globe Trust and CLICO as standouts, but Guyana Refrigerators, Stockfeeds and many state-owned companies have also suffered. Yet, no meaningful action has been taken to strengthen corporate governance and to prevent a recurrence. These are not simply issues for the seven days’ news cycle. Companies will fail because of the type of industry they are in, because of technological advances and because of particular unique circumstances. But good corporate practices, careful planning and open communication do help in anticipating and preventing failures.

Boards have made too many costly blunders because of directors’ failures such as DDL investing in facilities in a dry state in India and Banks DIH making some costly strategic and tactical blunders, all with total immunity. This should not continue. There is a complete disconnect between a country determined to take its place among the richest in the world, tolerating corporate government practices that are backward, ineffective and which stifle growth and development.

Conclusion

A code not only sets the minimum standards of governance in companies but also requires them to report on how they apply relevant corporate governance principles, and also to be responsible enough to give an explanation to the shareholders of the reason(s) if they deviate from the code – the ‘comply or explain’ principle. The code also calls on companies to provide information on their corporate governance policies and principles at the request of shareholders for further evaluation, the very things DEMTOCO said they would only provide if the law so required it.

None of the senior members of the government have any corporate experience and would seem ill equipped to appreciate how the absence of a corporate governance code retards the development of the country. Yet, it is a great opportunity for the Minister of Business to convene a meeting of the Private Sector Commission and the securities council asking them to set up a  committee with the express purpose of formulating a code of corporate governance. Let the Private Sector explain why it is not supportive of such a code.

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Every Man, Woman and Child in Guyana Must Become Oil-Minded – Column 122 – March 1, 2024

Introduction

The Ali Administration has been promising continually that an independent, competent Petroleum Commission will be appointed to oversee the operations of the oil and gas sector. But like it has done in relation to the confirmation of the constitutional offices of Chancellor of the Judiciary and the Chief Justice, promises by the Administration seem not to count for much. The most immediate breach and broken commitment is of course in relation to the constitutional guarantee to workers that they have a right to free collective bargaining. Parents are painfully aware that that right is openly denied to teachers and worse, they are being victimised for exercising another constitutional right – the right to strike.

While these brazen acts by the Government cannot be exaggerated, it defies logic, commonsense and experience to belief that a political overseer of the dominant sector of the economy is better and more effective than an independent body made up of professionals. Worse, it is costing this country dearly in several ways. Surely such a body would have done a better job overseeing the operation of the 2016 Agreement under which ExxonMobil is allowed free rein to do whatever it pleases. Had we had a petroleum Commission, Exxon would not have been allowed to get away with overstating of its pre-contract costs; or in flouting the provisions of the Agreement regarding the audit of petroleum operations; the writing-off of US$211 Million in unsubstantiated expenses, or engaging and colluding with the government in violation of the Agreement with respect to the gas-to-shore project; or in violating the implied conditions regarding ring fencing.

The Vice President’s performance

All those violations are possible and permitted because a) the Government has for some reason reneged on its commitment to renegotiate the 2016 Agreement, b) is seen as a walkover, and c) not even capable of achieving the lesser standard of better contract administration. It is clear that the President did not appoint Mr. Jagdeo to oversee the oil sector: What is more likely is that he appointed himself, flexing his muscles as the General Secretary of the PPP/C. But who else can be responsible if not Jagdeo? Put under the microscope, the vice president’s performance in the oversight of the sector leaves a whole lot to be desired. This became so painfully obvious in an answer he gave to a newspaper reporter at his weekly press conference held at the office of the ruling party of which he is the general secretary.

Here is the question posed by a female reporter who from Mr. Jagdeo’s response came not from the Kaieteur News but from Mr. Glenn Lall. “Last week you said Exxon has $20 billion in assets out there which can be sold to take care of an oil spill in the event it occurs. Can you list the assets they have that equal twenty billion.”

My instinct was to quote Mr. Jagdeo’s response in its entirety, but I was not sure that that would get past the editor. Whether the tone of his answer was because it was a woman who asked the question or because she came from the Kaieteur News, or he wanted to impress the audience, is not clear.Yet, his response exposed his own limitations in oil and gas than was ever so glaring before. To parody Winston Churchill, never before have so many mistakes been made in so few words by such an elevated office holder. He asked and answered in the negative the question whether the reporter had read to balance sheet of Exxon, advising the reporter to look at the balance sheet but then demonstrated his own unfamiliarity of those numbers but diverting his audience to Hess and Chevron. For his information, one looks not only at assets but also at the liabilities. At 31 – 12 – 2023, the net assets of Exxon Guyana amounted to US$7 Billion.

His statement of a merger between Chevron and Hess is also wrong. It was a takeover by Chevron.

It was too much to expect vice president to know that if there are changes in the composition of the contractors, the agreement required that such assignment be permitted. Given the challenge by Exxon to the deal, it seems clear that Hess has been pushed aside, in fact if not technically.

The errors mounted. The VP challenged the reporter’s knowledge by asking and telling her that she does not know the value that Chevron placed on Hess, and that that figure was US$60 Mn. Wrong again, except if he disregards the small matter of US$7 billion. Then he goes into a story about the stock market, Hess’ global assets and how much is attributable to Guyana which with his fuzzy math, he put at US$30 billion. In fact, the balance sheet to which he pointed the reporter suggested that even the gross assets did not come close to the number, let alone the net assets, which was about one-tenth of that number. Yet, Jagdeo claims that given the “value that Chevron placed on Hess’ shares in Guyana, you have a $100 billion company in Guyana.”

To conflate stock market price with asset price is not something one expects from a former Finance Minister.

So, he completely evaded the question about Exxon’s US$20 billion and gives a lesson to the reporter that is wrong. But there is also a fundamental issue – Jagdeo expects the book value of an oil company to pay for the environmental disaster involving those very assets. Perhaps he was talking rather than thinking. With this display, clearly Mr. Jagdeo cannot perform as an oil minister, let alone a substitute for a Petroleum Commission.

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Business and Economic Commentary by Christopher Ram – Part 3

February 23, 2024

Banks DIH Ltd. and its challenges

Introduction

Today’s column reviews the Annual Report – including the financial statements – of Banks DIH Limited, a group of companies comprising the food and beverage giant and Citizens Bank Limited in which it has a 51% interest. A new addition to the group is Banks Automotive and Services Inc. which is a 99.99% holding of Banks DIH Limited. An old member of the group Caribanks Shipping Co. Ltd. is no more. Today’s Commentary will discuss both the company and the group but will be clear to distinguish between the references.

In the year ended September 2023, the Group recorded a Profit before Tax (PBT) of $14.509 billion, an increase of $1.111 billion or 8.29%. The Profit before Tax for the Company was $11.393 billion, which means that the company accounted for approximately 78% of the group’s PBT. The new company reports revenue of $170.9and Profit before Tax of $9.2 million. Those figures should be regarded with caution. The spanking new building across Thirst Park is actually owned by Banks DIH and the operational management is also conducted by the parent for a pepper corn charge – distorting the economic performance of the new kid.

Source: Annual Report 2023

Dividends and share price.

The directors recommended a total dividend for the year of $2.20 per share resulting in an overall cost of $1.870 billion. CEO and Chairman was keen to highlight that the dividend cost increased by 10 % but steered shareholders’ attention from the fact that the company has one of the lowest (about 20%) payout ratios of companies among Guyanese companies. The Chairman should not therefore be indignant that the company’s share price has slid recently. In a perverse way, a slide in the share price actually helps the dividend yield and makes the shares more attractive. Dividends have been a sore a point among shareholders for several years, both at annual general meetings and, I understand, in direct communication with the company.

Source: Annual Reports of Banks DIH and GASCI website

This stinginess is also reflected in two other numbers computed from the financial statements, which this columnist has found most interesting. Measured by retained earnings in relation to last year’s dividends paid, the company has 29 years of dividends locked in and out of the reach of shareholders. The company has a cash hoard of more than $19 Billion dollars and year after year has a positive cash flow, even with capital expenditure financed from current operations. Public companies are exploiting the lack of opportunities which is small shareholder has at her disposal for alternative investments.

The problem Guyana has with public companies is the incestuous relationship which the main institutional investors have with their main boards, a feature of the Banks, DDL and the Beharry groups. There is no way that the main shareholders of the DDL and the Banks Group will go against the wishes of the principal or controlling shareholders or personalities. For the record, the substantial shareholders are the Hand-in-Hand Group, Trust Company, Demerara Life and Banks Holdings of Barbados. In terms of personality, the Chief Executive has an interest in less than one third of one percent of the total shares but seems to enjoy a lifetime appointment, answerable to no one but himself.

Election of directors

Sharing a practice common to many of the local companies, only the non-executive directors are subject to reelection, which in my view is a violation of the Companies Act. In violation of good corporate governance, the majority of the directors of the Banks board our executive directors who are not subject to shareholders’ oversight. And even those who are subject to re-election can hardly be considered independent.

New direction

 The board has decided that the model which has worked for decades must be changed and has decided that this company will now become a subsidiary in which individuals and companies will own no shares. This is an absolutely logic-defying move and will have consequences for shareholders. The company with all the retained earnings will become a private company in which existing shareholders will have no interest or voice. It does not appear that this initiative was properly thought out and should be revisited.

Re-routing transactions through Florida

The Company’s and the Group’s purchasing policies have always generated interest, but one particular transaction has put these under microscopic review. It appears that for several years, the Company has unnecessarily re-routed business transactions through a small Florida operation with a share capital of less than US$10,000. The principal of the Florida company it seems has close to 600,000 shares in Banks. Banks Guyana sources alcoholic beverages from a manufacturer in Netherlands and by extrapolation, paid some G$562,123,894 or well over US$2 Mn. in commission to the Florida intermediary.

There is no doubt that Banks DIH is a blue-chip company but with major issues and concerns. Shareholders need to take both note and action.

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Business and Economic Commentary by Christopher Ram – Part 2

February 16, 2024

The Stock market and mean dividend policy

Share Price

Many years ago, the PPP administration sort to make the issue and investment of shares in public companies an attractive proposition, exempting from capital gains tax the gain any transfer of shares. That is on top of a change in the law during the Desmond Hoyte administration when dividends paid on shares in Guyana companies were made nontaxable. We also saw the advent of the Stock Exchange in 2003.

This second Economic Commentary looks at the more recent performance of the Guyana Stock Exchange measured by what is called the Stock Exchange Index or in Guyana’s case the market capitalisation, measured by adding the total of the issued shares of each of the companies whose shares are traded on the Exchange times the unit price for those shares. By this measure, the market capitalisation at January 2024 was $795,207 million, down 25% from a high of $1,062 213 million at July 2022. As stock exchanges go that is quite significant, made worse by the fact that public companies, particularly the larger ones, have been reporting massive increases in profits.

Trying to put this into some kind of context is equally bewildering. Between January 2021 and July 2022, the market capitalisation had increased from $397,067 million, translating into an increase of $665,146 million or 68%. It is difficult, perhaps impossible, to identify let alone justify the circumstances accounting for this meteoric rise and Icarian tumble. What is not difficult is to understand the impact on those pension funds and other institutional investors, especially those which had adjusted their investments and calculated their actuarial assets and liabilities based on July 2022 balances.     

The six companies that mirrored these changes are listed in the Table below. As can be seen, the largest movement between January 2021 and January 2024 are Demerara Bank Limited by an unbelievable 301% followed by Demtoco and GBTI in treble digits, Banks DIH Limited (97%) by DDL (79%) and RBL 12%.

Source of Information: Guyana Stock Exchange Website and Public Companies Annual Reports. Stated in Guyana Dollars except for Percentages.

Between July 2022 and July 2024, the price of the shares in Demtoco and GBTI had a more terrestrial growth of 6% and of 9%. For the others, the slide was: DemBank was 28.7%, Banks was 39%; DDL was 48.8% and RBGL was 13.6%.

Because of the lack of investment opportunities, and the total absence of new shares over more than 25 years, shareholders tend to hold on to their shares and not many shares change hands. Had this not been the case, the logical thing for small shareholders especially to do would be to sell their shares while the price is still relatively good. One sympathises with those shareholders who did not cash in on the high prices at July 2022 and now see the value of their shares in many of the companies having fallen by significant percentages. The hope for a quick recovery is to expect more on sentiments than objective fundamentals such as higher dividends. .   

Dividend payout

I previously commented adversely on the low payout ratio of dividends to market price which in the case of the twins – Banks DIH and DDL – are some of the lowest in the country. There are two consequences of this stingy dividend policy: a low dividend yield and a high level of retained/accumulated profits. Of our top six companies DDL has the worst dividend yield (0.5%) with GBTI and RBGL – two banks at 1.6%, while Demerara Bank is 0.6%. A decent dividend yield should be around 2.5% – 4 %, depending on the maturity of the company, among other factors.

A low dividend yield should affect share price since the company is not an attractive proposition for persons hoping to earn dividend income. That’s the type of thing that no chairman does not ever raise at shareholders’ meeting or even want its small shareholders to know.

The other consequence is that the company does not ever need to raise by the fresh issue of shares or develop a good mix of financing from equity, long-term and short-term debts. There is a rule of thumb that the company can have debt equivalent to four times equity. But instead, our public companies use shareholders’ funds to finance capital expenditure. For example, DDL ten years ago, had $4.7 Bn in debt. Now it is nil. The repayment of those debts and subsequent capital expenditure have come from shareholders’ funds.

Let us take one other metric as a measure of a company’s dividend policy. And that is the number of years of most recent dividend cover measured by the distributable accumulated profits. Meaning that even if they make no profits for those years, they would still be able to pay a dividend. Again, it is DDL with the most dividend cover in reserve (35 years), followed by Banks DIH (29 years), Dembank (24 years) and GBTI (19 years).

Table showing changes in Retained Earnings and Dividends Paid Performance Summary

Source of Information: Guyana Stock Exchange Website and Public Companies Annual Reports. Stated in Guyana Dollars.

Shareholders have to demand more from their directors and the so-called independent and institutional directors must show some regard for the small shareholders.

Next week, we do a detailed analysis of Banks DIH Annual Report for 2023.

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Every Man, Woman and Child in Guyana Must Become Oil-Minded – Column 121 – February 16, 2024

ExxonMobil and Politics

Exxon is no stranger to politics. It understands the importance of billboards (India and Guyana) and the politics of Buses (the USA and the Tories BREXIT bus). Just in case anyone missed it, Exxon is now on a bus tour across the country to encourage communication with the public, promote employment opportunities and, according to a report in the media, to share information about the company’s operations and to ask questions. On the face of it, nothing is intrinsically wrong with the Bus Tour. Yet, there are some obvious concerns. Where is Hess and where is CNOOC and is this an Exxon only initiative? Did the oil company think that out of courtesy, it needed to discuss this with the Government?

It is hard to accept this as a mere public relations gimmick. Exxon has shown itself to be untrustworthy and unwilling to share information with a more informed public. Any information exchange will be more like propaganda delivered in the most cynical and contemptuous manner. We are all too well aware how the GGMC boss was treated in Texas, how Granger and Trotman buckled in front of Exxon’s officials, and witness how it treats the Government like a bedfellow, and the public as enemies with whom no information should ever be shared.

This tour brings to mind a willingness on the part of EXXON to play popular games with the people of Guyana, in an electoral environment in which both the PPP and the APNU have shown themselves absolutely unwilling to account for collections for elections. Exxon has ready cash with decades of clandestine experience in engaging in the political arena. So, the real question is whether and how Exxon plans to engage the political parties by making significant contributions to one party and offer crumbs to the other for the 2025 elections.  

Steve Coll’s book, appropriately titled Private Empire ExxonMobil and American Power, offers us some insight. It describes Exxon’s overt political action via what is called a Political Action Committee (PAC) and particularly its role in supporting the Republicans for the 2008 elections. The PAC invested $722,000 on candidates for federal political office, which amount might not seem particularly significant, but the real interest is in how the money was shared between the two parties. .

Only twenty-eight of the 207 recipients of Exxon Mobil P.A. C. contributions during the 2008 cycle were Democrats; in dollar terms, ExxonMobil gave just 11 percent of its money to Democrats. In fact, the corporate P.A.C. gave more heavily to Republicans than did the company’s employees when they made donations as individuals. Political contributions between 2000 and 2008 by individuals who declared an affiliation with ExxonMobil on disclosure forms-included Tillerson, Cohen, and other senior executives – totaled $I.22 million.

Exxon was not shy about its role – an executive involved in political spending decisions said that the PAC outfit was business-oriented, and it was looking for candidates who are pro-business. One of its mailings boldly proclaimed: “Electing people who will pursue policies that are good for our industry and make sense for our families is an important responsibility,”  This confirms some things we in Guyana have come to know. Exxon has no scruples, no red line, no moral compass and no threshold which it should not cross.

There is no such concept a PAC in Guyana and anything goes when it comes to donations to political parties, which we all know are not shy to accept moneys from all and sundry. The expectation then is that Exxon will play a part in elections financing in all forms, whether in paying for information and analytic specialists, printing, give away material and of course cash. The most troubling cause to worry is that there is nothing anyone can do about it.

GECOM is not interested in how democracy has become a commodity in Guyana, where there are no rules. The PPP/C and the APNU will always have excuses for taking money from tax evaders, money launderers and anyone else. For Exxon, there is a lot at stake, which is a wonderful and convenient environment.

No doubt, Exxon would prefer not to have to deal with the continuous stream of negative publicity which it receives almost on a daily basis. But it is fortified in the knowledge that Aubrey Norton, the Leader of the Opposition, after more than three years, has no understanding or position on the 2016 Agreement, the audits, the environment or the petroleum operations. And that the Government people, without exception, are its biggest defenders and protectors, willing to do its bidding.

It is not that Exxon necessarily like any of the two but the protection of the 2016 Agreement with all its benefits is the most important thing for the company. It needs to ensure that it can secure that blind support and for that it will do anything.

It is unclear whether the Bus Tour has received clearance from the Government. It is even an idea which it can share with Robb Street.